fortis healthcare ltd
TRANSCRIPT
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UNDER THE COMPANIES ACT, 1956 (1 OF 1956)
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
FORTIS HEALTHCARE LIMITED
I. The name of the company is FORTIS HEALTHCARE LIMITED.
II.* The Registered Office of the company will be situated in the State of Punjab.
III. The objects for which the company is established are:
(A) MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE:—
1. To purchase, lease or otherwise acquire, establish, maintain, operate, run, manage
or administer hospitals, medicare, health care, diagnostic, health aids and research
centers.
2. To provide medical relief to the public in all branches of medical schemes by all
available means.
3. To carry out medical and clinical research by engaging in the research and
development of all medical sciences and therapies.
4. To undertake, promote or engage in all kinds of research including clinical research
and development work required to promote, assist or engage in setting up hospitals,
health care centres and facilities for manufacturing medical equipments, etc.
5. To provide, encourage, initiate or promote facilities for the discovery, improvement
or development of new methods of diagnostic, understanding and prevention and
treatment of disease.
6. To establish, run, promote and make investment in educational institutions, schools,
colleges, technical educational institutes for imparting medical and healthcare
education and management training including in the fields of medicine, nursing,
physical medicine and rehabilitative medicine, pharmacy and allied medical
administration and management of such medical institutions including Health and
Hospital Management Training and Development, Pharmaceutical Management,
Hospitality, Programmes for skills and competency development, Training and
certification of professionals.
* Substituted by Special Resolution passed by the Shareholders of the Company through
Postal Ballot dated September 7, 2016 for shifting of Registered Office from NCT of Delhi
to State of Punjab.
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(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE
MAIN OBJECTS ARE:—
1. To provide, encourage, initiate or promote facilities for the discovery, improvement
or development of new methods of diagnosis, understanding and prevention and
treatment of diseases.
2. To conduct and to carry on experiments and to provide funds for research works
and for scholarships, stipend, remuneration and/or other payments or aid to any
person or persons encouraged in research work, or work connected with or
conducive to research and to encourage and to improve knowledge of the persons
who are engaged or likely to be engaged in any medical or related profession so
as to make available medical relief to the public at large.
3. To promote, manage, cooperate with or afford assistance to or otherwise assist the
work of any other foundation, institution or body engaged in medical research and
treatment.
4. To establish, maintain and/or manage hostel, building houses, staff quarters and
other conveniences for the benefit of the students, staff and other employees of the
Company.
5. To purchase, take on lease, or in exchange, hire or otherwise, acquire any estates,
land or lands, in India, or elsewhere, and any rights, privileges and easements and
concessions and factories, machinery, implements, tools, live and dead stock,
stores effects and other property, real or personal, immovable or movable of any
kind which may be required for attaining the main objects.
6. To buy or generate for its own use or otherwise, steam, heat, light, electricity, gas,
motive power and hydro-electric or water power for the purpose of the business of
the Company.
7. To construct, maintain and alter any buildings, or works, necessary or convenient
for the purposes of this company and to purchase, hire, construct, improve, maintain,
work, manage, carry out, or control any roads, branches of sidings, bridges,
reservoirs, water courses, river transport services, wharves, manufactories,
warehouses, electric workshops, stores, jetties and other conveniences and works
which may seem calculated directly or indirectly to advance the company’s interest
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and to contribute to subsidise or otherwise assist or take part in the constructions,
improvements, maintenance, workings, management, carrying out, or control thereof.
8. To acquire from any sovereign, state or authorities in India or elsewhere any
concessions, grants, decrease, rights, powers and privileges whatsoever, which
may seem to the company capable of being turned to account and to work, develop,
carry out, exercise and turn to account the same.
9. To plant, grow and produce agricultural products and other produce of any kind in
India or elsewhere necessary or useful for the business of the company.
10. Generally to undertake and carry on any business, transactions or operation
commonly undertaken or carried on by explorers, prospectors or concessionaires
and to carry on any other business which may seem to the company capable of
being conveniently carried on in connection with any of the objects of the company,
or which may be thought calculated directly or indirectly to enhance the value of
or render profitable, any of the company’s property or rights.
11. To enter into any arrangements or agreement with any Government, State or
authority, municipal, local or otherwise, or any corporation, companies, or persons
that may seem conductive to the attainment of the company’s objects or any of
them and to obtain from any such Government, State authority, Co-operation,
company or persons any rights, privileges or concessions and to carry out, exercise
and comply with such arrangement or agreement.
12. To apply for, promote and obtain any Act of Legislature or other authority for
enabling the Company to carry any of its objects into effect, or for effecting any
modification of the company’s constitution or for any other purpose which may
seem expedient and to oppose any proceedings or applications which may seem
calculated directly or indirectly to prejudice the company’s interests.
13. To acquire by purchase or otherwise for the business of the company in India or
elsewhere, any lands, manufactories, buildings, mills, plants, engines, machinery
and other things found necessary for the business of the Company.
14. To establish and carry on and to promote the establishment of and carrying on, any
property in which the Company is interested, for any business which may be
conveniently carried on in connection with such property and the establishment of
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which may seem calculated to enhance the scope of the Company’s interest in
such property, or to facilitate the disposal thereof.
15. To exercise, conduct research, develop, grant licences, in respect of, sell, let, or
otherwise turn to account any inventions, processes, letters Patent, licences,
concessions, rights or privileges belonging to the company or which it may acquire,
or any interest in the same; to apply for take out and register any patent or patents
for any invention or inventions, or obtain exclusive or other privileges, in respect
of the same, in any part of the world; and to manufacture and produce and trade
and deal in all machinery, plant, articles, appliances and things capable of being
manufactured, produced or traded in by virtue of or in connection with any inventions,
processes,letters patent, brevets d’inventions, licences, concessions, rights or
privileges as aforesaid.
16. To form, promote, subsidise, organise, and assist or aid in forming, promoting,
subsidising, organising or aiding companies, syndicates or partnerships of all kinds
for the purpose of acquiring and undertaking any property and liabilities of the
Company or of advancing directly or indirectly the object thereof and to take or
otherwise acquire and to hold shares in any other company having objects similar
to those of this Company.
17. To draw, make, accept, endorse, execute, issue and negotiate bills of exchange,
promissory notes, cheques, drafts, hundies and other instruments of every
description.
18. To issue money on deposit, at interest or otherwise and to lend and advance
money with or without security to such persons and companies and on such terms
as may seem expedient. However, the Company shall not do the business of
banking as defined in the Banking Companies Regulation Act, 1949.
19. To receive money on deposit, at interest or otherwise and to lend and advance
money with or without security to such persons and companies and on such terms
as may seem expedient. However, the Company shall not do the business of
banking as defined in the Banking Companies Regulation Act, 1949 and subject
to section 73 of the Companies Act, 2013 and the rules thereunder.
20. To lay out, advance, invest and deal with the Company’s moneys to such person
or company and in or upon such investments or securities and generally in such
manner as may from time to time be determined.
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21. To procure the Company to be registered, incorporated or recognised in any place
outside India.
22. To give donations or subscriptions to any religious, charitable or social institutions
or to give any charity incidental to or conducive to any business that may be
carried on by the Company.
23. To distribute any of the properties of the Company among the members in specie
or otherwise, but so that no distribution amounting to a reduction in capital be
made without the sanction (if any) for the time being required by the law.
24. To pay for any property or rights acquired by the Company either in cash or fully
or partly paid shares with or without preferred or deferred rights in respect of
dividends or repayment of capital or otherwise or by any securities which the
Company has power to issue or partly in one mode and partly in another and
generally on such terms as the Company may determine.
25. To take part in management, supervision or control of the business or operation
of any company or undertaking and for that purpose to appoint and remunerate the
directors, accountants, or other experts or officers, but not act as Manager or
Managing Agent of any other Company.
26. To sell, exchange, mortgage (with or without power of sale) assign, lease, sublet
and generally otherwise deal with the whole or any part of the business, estate
property or undertaking of the Company, as a going concern, to any person or
persons, association or associations or otherwise for such consideration as the
company may think fit, either for cash or for shares, debentures or securities for
any other company having objects altogether or in part, similar to the objects of this
company and to hold or distribute among the members in specie or otherwise the
whole or part of the consideration for such sale or amalgamation with any person,
company or association.
27. To establish or aid in the establishment of associations, institutions, funds, trusts
and charities and other conveniences intended to benefit employees or ex-
employees of the company or their dependents and to grant pension or allowances
and generally to subscribe money for any public general or useful objects.
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28. To pay all or any expenses incurred in connection with the promotion, formation
and incorporation of the Company or to contract with any person, firm or company
to pay the same and to pay commission to brokers and others for underwriting,
placing, selling or guaranteeing the subscription of any shares, debentures,
debenture stock or securities of this company.
29. To insure with any person, firm, association or Company against losses, damages,
risks and liabilities of any kind which may affect the Company either wholly or
partially and if thought fit, to effect any such insurance by joining or becoming a
member of any mutual insurance, protection or indemnity association, federation or
society and to accept any such insurance or any part thereof for the account of the
Company.
30. To enter into all contracts with persons in India or outside for the purchase or sale
of all goods, materials, commodities, metals, minerals, jewels, stores, provisions
and produce of all kinds, both raw and manufactured, for the business of the
Company and to make advances to persons in India or outside in respect of such
contracts for the development of the business of the Company.
31. To establish and construct buildings and houses required to accommodate officers
and workman as may be found necessary.
32. To subscribe for, conditionally or unconditionally or absolutely, purchase, hold,
underwrite, negotiate and deal in loans, stocks, shares, bonds or obligations of any
Government, State or Central, local authority, port trust, municipal body or any
company or other corporation and the shares, stock, debentures and debenture
stock (whether perpetual or terminable) of any Joint Stock company or co-partnership
and investments of all kinds.
33. To purchase or otherwise acquire, undertake and carry on the whole or any part
of the business, goodwill, property, assets and liabilities of any person or persons,
firm or company carrying on any business of any nature altogether or in part similar
to any business which the Company is authorised to carry on or possessed of
property suitable for the purposes of the Company and to pay for the same and
all other properties or rights of what ever kind acquired by the company in cash
or in shares, debentures, debenture-stocks of the company, to carry on, pending
a sale of realisation, any business which the Company may as mortgage have
taken possession of or acquired.
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34. To amalgamate, enter into partnership or any arrangement whether terminable or
otherwise, for sharing profits, union of interest, joint adventure, reciprocal
concessions, co-operation, or otherwise, with any person or persons, firm,
association, company or corporation, having objects altogether or in part similar
to those of the Company or carrying on or about to carry on or engaged in or
about to engage in any business or transaction which the Company is authorised
to carry on and to lend money and to guarantee the contracts and to subsidise
or otherwise assist any such persons, firm association, corporation or company;
to subscribe for and to take and otherwise acquire and to hold shares or other
interest or stock or securities, of any such person, firm, association, corporation
or company and to sell, hold, re-issue with or without guarantee or otherwise deal
with the same and accept other shares in exchange for the same; and to form,
constitute or permit any other company or companies for the purpose of acquiring
all or any of the properties, rights and liabilities of this Company.
35. To join and participate in any Chamber of Commerce or commercial institutions
or bodies as member or associate member and pay all subscriptions and other
amounts for such purpose.
36. To employ experts to investigate and examine into the conditions, prospects,
value, character and circumstances of any business concerns and undertakings
and generally of any assets, property or rights.
37. To establish, promote, form and subsidise or otherwise assist in establishing,
promoting, forming and subsidising any other Company and to prosecute or assist
in the prosecution of any other undertakings or enterprises of any description and
to secure by underwriting or otherwise in subscription of all or any shares,
debentures, debenture-stock or other securities of this Company or any other
Company and to pay and to receive any commission, brokerage or other
remuneration in connection therewith and to obtain a settlement of quotation upon
any exchange of any share, loan or other capital of this Company or any other
Company.
38. To promote and to form and to be interested in and take hold and dispose of
shares in other companies for all or any of the objects mentioned in this
Memorandum of Association and to transfer to any such Company and to take or
otherwise acquire, hold and dispose of shares, debentures and other securities in
or of any such Company and to subsidise or otherwise assist any such Company.
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39. To assist any Company, financially or otherwise by issuing or by subscribing for
or guaranteeing the subscription and issue of capital, shares, stock, debentures,
debenture-stock or other securities and to take, hold and deal in shares, stock and
securities of any Company notwithstanding any liability that may be thereon.
40. To acquire and hold shares in any other Company and pay for properties, rights
or privileges, acquired by this Company, either in shares of this Company or partly
in cash or otherwise and to give shares or stock of this Company in exchange for
shares or stock of any other Company, provided that the investments are made out
of surplus funds.
41. To float and bring into existence such companies as may appear advantageous
and to conduct the business of such companies as their agents.
42. To undertake and carry on any business transaction or operation commonly
undertaken or carried on by financiers, promoters of companies, bankers,
underwriters, concessionaires and contractors for, public and other works, capitalist
or merchants, in particular to underwrite issue and place shares, stocks, bonds,
debenture-stocks and securities.
43. To effect insurances and assurances on the lives of any debtors to the Company
or on the lives of any other persons in whom the Company may have an assurable
interest and to pay the premiums and other moneys required to keep up the
policies of assurances out of the moneys of the Company.
44. To open and keep register or registers in any country or countries where it may
deem advisable to do so and to allocate any number of shares in the Company to
such register or registers.
45. To improve, manage, work, develop, lease, mortgage, abandon or otherwise deal
with all or any of the properties of the Company rights and concessions of the
Company.
46. To create any depreciation fund, Reserve Fund, Insurance Fund, Sinking Fund or
any other Special Fund, whether for depreciation or repairs, replacement, improving,
extending or maintaining any of the properties of the Company, or for any other
purposes conducive to the interests of the Company.
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47. To place, to reserve or to distribute as dividend or bonus among the members or
otherwise to apply, as the Company from time to time may think fit any moneys
received by way of premium on shares or debentures issued at a premium by the
Company and any moneys received in respect of dividends accrued on forfeited
shares and moneys arising from the sale by the Company of forfeited shares or
from unclaimed dividends.
48. To capitalise its reserves and issue bonus shares.
49. To adopt such means of makings known the business of the Company as may
seem expedient and in particular by advertising in the press by circulars, by purchase
and exhibition of works of art or interest, by publication of books and periodicals
and by granting prizes not falling under the provisions of Lotteries Act, rewards and
donations.
50. To provide for the welfare of the employee or ex-employees of the company and
the wives, widows and families of the dependents or connections of such persons
by building or contributing for the building of houses, dwelling or chawls or by
grants of money, pensions, allowances, bonus or other payments, or by creating
and from time to time subscribing or contributing to provident fund and other
associations, institutions, funds or trusts, and by providing or subscribing or
contributing towards places of instruction and recreation, hospitals and dispensaries,
medical and other attendants and other assistance as the Company shall think fit.
51. Subject to section 73 and 179 and 180 of the Companies Act, 2013, to borrow or
raise money, or receive monies on deposit, interest or otherwise in such manner
as the company may think fit for the business of the Company including by issue
of debentures, perpetual or otherwise including debentures convertible into shares,
or perpetual annuities and on security of any such money so borrowed, raised or
received, to mortgage, pledge or charge the whole or any part of the property,
assets or revenue of the Company, present or future, including its uncalled capital
by special assignment or otherwise or to transfer or convey the same absolutely
or in trust and to give the lenders powers of sale of the property except uncalled
capital and other powers as may seem expedient and to purchase, redeem, or pay
off any such securities.
52. To apply the assets of the Company in any way in or towards the establishment,
maintenance or extension of any association, institution or fund in any way connected
with any particular trade or business or with trade or commerce generally including
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any association, institution or fund for the protection of the interests of masters,
owners and employees against loss by bad debts, strikes, combinations, fire,
accident or otherwise or for the benefit of any clerks, workman or other at any time
employed by the Company or other families or dependents and whether or not in
common with other persons or classes of persons and in particular of friendly, co-
operative and other societies, reading rooms, libraries, educational and charitable
institutions, refractories, dining and recreation rooms, places of workshop, schools
and hospitals and to grant gratuities, pensions and allowances and to contribute
to any funds raised by public or local subscriptions for any purpose whatsoever.
53. To establish and support or aid in the establishment and support of associations,
institutions, funds, trusts and conveniences calculated to benefit person who are
or have been Directors or who are or have been employed by or who are serving
or have served the Company or any Company which is a subsidiary of the Company
or the dependents or connections of such persons and to grant pensions and
allowances and to make payment towards insurance.
IV. The liability of the members is limited.
V. The Authorised Share Capital of the Company is Rs.. 928,00,00,000 (Rupees
Nine Hundred Twenty Eight Crores) divided into 85,00,00,000 (Eighty Five
Crores) Equity Shares of Rs. 10 (Rupees Ten) each, 200 Class ‘A’ Non-
Cumulative Redeemable Preference Shares of Rs. 1,00,000 (Rupees One
Lac) each, 1,14,98,846 Class ‘B’ Non-Cumulative Redeemable Preference
Shares of Rs.10 (Rupees Ten) each and 6,45,01,154 Class ‘C’ Cumulative
Redeemable Preference Shares of Rs. 10 (Rupees Ten) each. The Preference
Shares shall be entitled to such rate of dividend and other terms as may
be decided by the Directors of the Company at the time of issue of such
shares and shall rank in priority to the equity shares including arrears, if
any, in the event of winding up of the Company, but shall not be entitled to
any further participation in the profits or surplus assets of the Company.
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We, the several persons, whose names and addresses are subscribed hereto, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we, respectively agree to take the number of shares in the capital of the Company, set opposite our respective names :-
Names, description, occupation and addresses of each
subscribers
Number of and type of subscribed
Shares
Signature of
subscribers
Name, addresses, description, occupation
and signature of witness or witnesses
Parvinder Singh S/o Bhai Mohan Singh 1-South End Lane New Delhi-110011 (Industrialist) Mool Raj Luthra S/o Sh. K.L. Luthra 91, Raja Garden, New Delhi-110015 (Service) Purnendu Kumar Sarangi S/o Late R. C. Sarangi M-115-A, Greater Kailash-I New Delhi-110048 (Service) Vinay Kumar Kaul Son of Late Shri M. N. Kaul W-120, Greater Kailash-I New Delhi-110048 (Service) Malvinder Mohan Singh S/o Dr. Parvinder Singh 1-South End Lane New Delhi-110011 (Service) Virender Mohan Bhutani S/o Sh. C.L. Bhutani C-6, Shivaji Enclave New Delhi-110027 (Business) Shivinder Mohan Singh S/o Dr. Parvinder Singh 1-South End Lane New Delhi-110011 (Student)
Total
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
100 (One Hundred Equity Shares
Only)
Sd/-
Sd/-
Sd/-
Sd/-
Sd/-
Sd/-
Sd/-
I
her
eby
wit
nes
s th
e si
gn
atu
re o
f th
e su
bsc
riber
s.
Sd/-
Vin
od
Kum
ar S
har
ma
S/o
Sh
. P.
L.
Sh
arm
a
29-G
, N
aoro
ji N
agar
,
New
Del
hi-
110029
(Ser
vic
e)
700
(Seven Hundred Equity Shares
Only)
Place : New Delhi Dated : 12th day of February, 1996
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